Foreign Security Documents Clause Samples

Foreign Security Documents. Any Foreign Security Document or any material provision of any Foreign Security Document shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Administrative Agent or any Lender) or any grantor thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s obligations under any Foreign Security Document (other than pursuant to the terms thereof); or

Foreign Security Documents the Australian Security Agreements, the Dutch Security Agreements, the UK Security Agreements and each other pledge agreement (including, without limitation, each pledge over movable assets (undisclosed and non-possessory) and each pledge of receivables), debenture or security agreement between any Foreign Domiciled Obligor and the Agent or Security Trustee.

Foreign Security Documents. Cause each of (1) Accuray International Sàrl, (2) the Hong Kong Guarantor, and (3) Accuray Japan K.K. to deliver each document and perform any action listed on Schedule 7.01(u) in accordance with its terms, no later than 90 days after the Effective Date (as such date may be extended by the Collateral Agent and the Servicing Agent in their reasonable discretion).

Foreign Security Documents. The guarantees and security interests to be provided under or pursuant to any Foreign Security Documents (as defined below) in connection with the Credit Agreement will be given in accordance with the security and guarantee principles set out in this Exhibit P (the “Foreign Security Principles”). This Exhibit P addresses the manner in which the Foreign Security Principles will impact the guarantees and security interests proposed to be granted pursuant to and governed by the Foreign Security Documents in relation to the Transactions. The Foreign Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining guarantees and security interests from all Guarantors that are Foreign Subsidiaries in jurisdictions in which such Guarantors are incorporated and/or in which it has been agreed that such guarantees and security interests will be granted (any documentation relating to such guarantees and security interests, the “Foreign Security Documents”). In particular, with respect to each Foreign Security Document:

Foreign Security Documents. In respect of any Additional Borrower that is a Foreign Subsidiary, the Administrative Agent shall have received security documents in form and substance reasonably satisfactory to the Administrative Agent granting a Lien on property of such Additional Borrower as set forth in such security documents and subject to applicable law to secure the Obligations of the Additional Borrowers that are Foreign Subsidiaries. Notwithstanding the foregoing, no such foreign security documents shall be required to be governed by the law of any jurisdiction other than the jurisdiction in which the applicable Additional Borrower is organized; provided that, if such Additional Borrower is organized under the laws of any jurisdiction of Canada, the Administrative Agent may require foreign security documents governed by the laws of any Province of Canada (including the Province of Quebec, if applicable) (i) in which such Additional Borrower maintains tangible property or (ii) which governs a monetary claim (as defined in Article 2713.1 and following of the Civil Code of Québec).

Foreign Security Documents. Foreign Security Document to be Delivered on the Closing Date

Foreign Security Documents. The Administrative Agent shall have received such security documents (including amendments and ratifications of existing security agreements) reasonably requested by the Administrative Agent to create, perfect or maintain Liens in the Collateral of each Foreign Loan Party.

Foreign Security Documents. The documents, agreements -------------------------- and other instruments contemplated in the definition of the terms "German Security Documents" and "Swiss Security Documents", as applicable, in Section 1.01, covering, among other things, the patents, trademarks, software and software licenses, rights, manuals, process formulae, production process diagrams and designs used in connection with production at the facilities to be pledged to the Collateral Agent listed on Schedule 6 hereto, each of which shall have been executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent and, to the extent requested by the Administrative Agent, accompanied by one or more opinions of local counsel covering such matters as the Administrative Agent may reasonably request (and the Company hereby instructs such counsel to deliver such opinions to the Lenders and the Administrative Agent).

Foreign Security Documents. The Collateral Agent shall have received counterparts of each Foreign Security Document identified on Schedule 5.1(a)(v), signed on behalf of the relevant Foreign Security Subsidiary, in each case, together with the following: (A) if required by such Foreign Security Document, certificates representing all certificated Pledged Securities, together with executed and undated stock powers and/or assignments in blank; (B) if required by such Foreign Security Document, certificates of insurance; (C) if required by such Foreign Security Document, appropriate financing statements or comparable documents of, and executed by, the appropriate entities in proper form for filing under the provisions of the applicable or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to grant to the Collateral Agent a perfected first priority Lien on such Collateral or its equivalent under foreign local laws, superior and prior to the rights of all third persons other than the holders of Permitted Liens; (D) if required by such Foreign Security Document, judgment and tax lien, bankruptcy and pending lawsuit search reports listing all effective financing statements or comparable documents which name any applicable Credit Party as debtor and which are filed in those jurisdictions in which any of such Collateral is located and the jurisdictions in which any applicable Credit Party's principal place of business is located, together with copies of such existing financing statements, none of which shall encumber such Collateral covered or intended or purported to be covered by such Foreign Security Document other than Permitted Liens; (E) if required by such Foreign Security Document, evidence of the completion of all notarizations, recordings and filings of each such Foreign Security Document, and delivery and recordation, if necessary, of such other security and other documents, as may be reasonably necessary or desirable to perfect the Liens created, or purported or intended to be created, by such Foreign Security Document; and (F) evidence that all other actions reasonably necessary or desirable to perfect the security interest created by the Foreign Security Documents have been taken.